Title 13.1, Title 13.1. Corporations

A. The articles of incorporation may provide for a lesser or greater quorum requirement for members or voting groups of members than required by this chapter. B. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet…

A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. B. Members do not have a right to cumulate their votes for directors un…

A. Upon application of, or in a proceeding commenced by, a person specified in subsection B, the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the city or county in which its registered office …

A. An agreement among the members or the directors of a corporation that complies with this section is effective among the members or directors and the corporation, even though it is inconsistent with one or more other provisions of this chapter in that it: 1. Eliminates the boar…

A. Two or more members entitled to vote may provide for the manner in which they will vote by signing an agreement for that purpose. B. A voting agreement created under this section is specifically enforceable.

A. No member shall commence or maintain a derivative proceeding unless the member: 1. Was a member of the corporation at the time of the act or omission complained of; 2. Became a member before public disclosure and without knowledge of the act or omission complained of; 3. Was a…

A. A derivative proceeding shall not be settled or discontinued without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially and adversely affect the interests of the corporation's members or a class of the corporation's me…

Notwithstanding the provisions of §§ 13.1-852.3 and 13.1-852.6, in any derivative proceeding in the right of a foreign corporation, subject to the court's determination of whether the courts of the Commonwealth are a convenient forum for such a proceeding, the matters covered by …

A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection B or E has: 1. Conducted a review and evaluation, adequately informed in the circumstances, of the allegations made in the demand or complaint; 2. …

On termination of a derivative proceeding, the court may: 1. Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or 2. Order the plaintiff or the plaintiff's att…

A. Except as provided in an agreement authorized by § 13.1-852.1, each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board o…

The articles of incorporation or bylaws may prescribe qualifications for directors. Unless the articles of incorporation or bylaws so prescribe, a director need not be a resident of the Commonwealth or a member of the corporation.

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorpora…

If the articles of incorporation authorize dividing the members into classes, the articles may also authorize the election of all or a specified number of directors by the members of one or more authorized classes. Each class entitled to elect one or more directors is a separate …

A. In the absence of a provision in the articles of incorporation fixing a term of office, the term of office for a director shall be one year. B. The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected, or if there …

A. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into groups, and the terms of office of the several groups need not be uniform. B. If the articles of incorporation permit cumulative voting, any provision…

A. A director may resign at any time by delivering written notice to the board of directors, its chairman, the president, or the secretary. B. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effe…

A. The members may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only with cause. B. If a director is elected by a voting group of members, only the members of that voting group may participate in th…

Any member or director aggrieved by an election of directors may, after reasonable notice to the corporation and each director whose election is contested, apply for relief to the circuit court in the county or city in which the principal office of the corporation is located, or,…

A. The circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located, may remove a director from office, and may bar the director from reelection fo…

A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: 1. The members may fill the vacancy; 2. The board of directors may fill the vacancy; or 3. If the d…

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

A. The board of directors may hold regular or special meetings in or out of the Commonwealth. B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct …

A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a con…

A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. B. Special meetings of the board of directors shall be held upon such notice as is presc…

A. A director may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in subsection B of this section, the waiv…

A. Unless the articles of incorporation or bylaws require a greater or lesser number for the transaction of all business or any particular business, or unless otherwise specifically provided in this Act, a quorum of a board of directors consists of: 1. A majority of the fixed num…

A. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of dir…

A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation. B. Unless a director has knowledge or information concerning the matter in questi…

A. In any proceeding brought by or in the right of a corporation or brought by or on behalf of members of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed the lesser of: 1. …

A. As used in this section, "community association" shall mean an unincorporated association or corporation which owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a person, by virtue of ownership of specific…

A. A conflict of interests transaction is a transaction with the corporation in which a director of the corporation has an interest that precludes him from being a disinterested director. A conflict of interests transaction is not voidable by the corporation solely because of the…

A. A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director in a proceeding by or in the right of the corporation on the ground that such…

A. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to this chapter, the articles of incorporation, or the bylaws is personally liable to the corporation and its creditors for the amount of the distribution that exceeds w…

A. Except as provided in an agreement authorized by § 13.1-852.1, a corporation shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors that is not inconsistent with the bylaws and as may be necessary to e…

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other of…

A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the corporation may fill the pending vacan…

In this article: "Corporation" includes any domestic corporation and any domestic or foreign predecessor entity of a domestic corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. "Director" or "officer" mea…

A. Except as provided in subsection D, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the director: 1. Conducted himself in good faith; 2. Believed: a. In the case …

Unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection wi…

A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the director furnishes the corporation a signed written undertaking, executed personally or on his behalf, …

A. An individual who is made a party to a proceeding because he is a director of the corporation may apply to a court for an order directing the corporation to make advances or reimbursement for expenses, or to provide indemnification. Such application may be made to the court co…

A. A corporation may not indemnify a director under § 13.1-876 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in § 13.1-876. B. The determ…

Unless limited by a corporation's articles of incorporation: 1. An officer of the corporation is entitled to mandatory indemnification under § 13.1-877, and is entitled to apply for court-ordered indemnification under § 13.1-879.1, in each case to the same extent as a director; a…

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, truste…

A. Unless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity permitted or mandated by this article. A corp…